


Every Panel Is Precious

by Cassius Quasar (ProfessorRex)



Category: Spider-Man (Comicverse), Spider-Man (Ultimateverse), Spider-Man - All Media Types, Unbelievable Gwenpool
Genre: F/M, Fluff and Humor, Hurt/Comfort, Kamala is about that action, Like seriously in honor of GwenPool it's about to get Meta as fuck, Meta, Nova being a bro, Punisher Cameo Sort Of, Slow Burn, Smut
Language: English
Status: Completed
Published: 2018-10-10
Updated: 2018-10-09
Packaged: 2019-07-24 01:27:38
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 17,350
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16170788
Author URL: https://archiveofourown.org/users/ProfessorRex/pseuds/Cassius%20Quasar
Summary: Superhero Twitter much like Black Twitter was an incredibly insular community with its' own memes, social nuances, and Jokes, and at the moment Miles happens to be its biggest joke. First, he gets publicly curved by Kamala, then Paste Pot Pete of all villains manages to leave him glued to the Brooklyn Bridge, and now Gwenpool is dragging him into a team up.Gwen is just trying to make the most of her life and what's left of it. She has a plan to make things right between herself and Spider-Man. It spirals far beyond her control and expectations when they actually get to know each other.Slowburn.





	1. Chapter 1

**Author's Note:**

> So I know that not a ton of people have read the Gwenpool comic, but this is gonna have some spoilers for that book, and since I think it's one of the best things Marvel put out this year, I'm gonna slap on a spoiler warning.

Miles had been having a rough week, and when Spider-Man had a rough week, regardless of who was under the mask he could usually be found perched on some high up spot venting to a gargoyle, or in Miles’ case four pigeons. “You know what the worst part is? The only reason I even said anything to her is because I really thought we were all gonna die.” The birds probably couldn’t even make out his voice over the whine of the whipping wind, and the pulsing rhythm of traffic beneath them, but Miles supposed that when you chose the highest arch of the Brooklyn Bridge as the place where you did all your moping you had to deal with a few concessions for the view. He reached into the paper bag he’d webbed to the bridge and, his fingers curled around brittle breadcrumbs. He threw them into the air and watched the pigeons flutter their wings and snatch them out of the sky. “I mean, it was Thanos. That guy eats wisecracking street heroes for breakfast.” He watched two of the birds battle over a, particularly fat breadcrumb. “You guys are nothing but rat’s with wings, but I’m grateful you’re not judging me... And now I’m grateful to pigeons, god I sound pathetic.” Miles pulled out his phone, and a pigeon landed on his forearm and pecked at his forearm before looking back at him it’s beady little eye staring into the opaque lens of his mask. “Don’t look at me like that Leo. I’m not going on Twitter.” It kept staring. “I’m not going to message Kamala either.” It didn’t even blink. “Or stalk her social media.” It cooed loudly and Miles shooed it off his arm and threw more breadcrumbs into the air for it. “Stupid insightful rats with wings.” His phone vibrated in his hand and he saw a message from his probably now official superhero bestie Nova, since Kamala probably wasn’t ever going to talk to him again. He pulled down the tab and opened his messenger.

 

_ Young Shellhead: Bro, you should probably stay of Twitter for a while. It’s still pretty ugly. _

 

Attached was a gif depicting a screenshot of his confession to Kamala, but someone had photoshopped Dikembe Mtumbo’s head onto her body and captioned it with the words: NO! NO! NO! Not today.  Followed by a cut to a giant foam finger wagging back and forth before another cut showing a spider getting squashed.

 

_Logic's Spidey: Thanks for that. I really needed that reminder._

 

_Young Shellhead: Yeah, my bad. So what are you up to? Any plans tonight?_

 

_Logic's Spidey: Moping on a bridge and I'll probably just finish up patrol and turn in early. Why?_

 

_Young Shellhead: No reason. You gotta get over it eventually dude._

 

His phone vibrated again, and desperate for a distraction he slammed his thumb into the alert that popped up and found himself reading a message from the Champions’ group chat.

 

_ Red Skinned Friend Viv: I have noticed a dip in our morale since Spider-Man’s confession to Ms. Marvel went viral, and its subsequent memeification. I would like to state given our ages and varying hormonal states, such an event was bound to happen, and we should strive to move past it in a professional manner, as I did with Nova and Hulk. We should all continue to be friends despite any initial awkwardness. _

__

_ Beef & Broccoli: VIV! WTF?! _

 

_ RIRI Do You Love Me: LOL  _

 

Miles turned off his screen and chuckled, at least Viv meant well. His Spider-Sense tingled and he followed it peering down to the lower level of the bridge where the cars drove and while he couldn’t make out fine details, the sound of metal scraping against concrete, and the sight of a big truck on it’s side was unmistakable. He looked over at his avian confidants. “Well, Donatello, Raphael, Michelangelo, Leonardo. It’s been real. Good talk.” Then he leaned forward and dove down towards the bridge. Insulation and long johns kept the cold from seeping into his skin, but wind rushed into his ears and in freefall, for just a moment he forgot about everything and he was simply Spider-Man. 

 

-ooo-

 

It was undoubtedly the first time in the history of any who bore the name Spider-Man across the Spider-Verse that one of their number had been left hanging upside down covered in a pasty white goop and stuck to the underside of an overturned armored truck. The villain was absolutely getting away, and New Yorkers who had nothing better to do than gawk and wait for someone to come along and clean up the mess were absolutely loving it. He was being recorded, heckled, and people were taking selfies with him. Judging from the nonstop vibration in his pocket he had gone viral, again. He shut his eyes and sighed. "This really hurts coming from fellow Brooklynites and I want you all to know that."

 

“One Brooklynite to another, we roast because we love. So did your webshooter malfunction?” Miles kept his eyes closed trying to find some measure of inner peace, but he had heard that one too many times already. 

 

“If you’re going to heckle me. Then I’m going to need you to at least be more creative than the last fifteen people.”

 

The voice fired back without hesitation, “Well you’re already sticky and I only just got here. I wanted to know if you’re happy to see me.” His eyes snapped open and he came face to face with a pair of toned, strong looking legs with a gun holstered at the right thigh. The types of people who didn’t wear pants in the middle of November, and kept Glocks at their sides was a pretty short list, he was gonna guess mercenary type looking for an easy payday. He looked up(down?) and saw a pink and white Leotard and wished his first guess had been right. 

 

“Oh dear lord, Gwenpool what the hell do you want?” He couldn’t tell from his position, but it looked like she wasn't thrilled by him having that reaction, she slumped her shoulders a little and her head pitched downward. He was kinda hoping her being bummed out would make things just a bit easier and she'd walk away. 

 

“Well, I wanted to help you out, this looks like a sticky situation.” She snorted. “I’m sorry the puns have a mind of their own.” Nope, she was fine. “You just look like you need an assist.”

 

“Ha. Ha. Ha. As humiliating as this is, and as sweet as freedom would be, you do realize the second I’m out of here I’m going to have no choice but to drop you off at the nearest police station? Cause as far as I know you’ve attempted at least one murder. And I feel like it’s not too big a leap that you’re wanted for more.”

 

Gwenpool went folded her arms over her chest and tilted her head back with a sigh. “Dude come on! Haven’t you been reading my series? I’m completely reformed. I don’t even kill people anymore. Besides, the other Spider-Man teams up with Deadpool. Clearly, this will work, we’ve got a real generational bond, like Kyle Rayner and Wally West.”

 

“I don’t know who either of those people are, but I know that O.G. Spidey hates Deadpool and teaming up with him.”

 

“Clearly, we’ve been reading different fanfiction.” 

 

“What?”

 

“Nevermind, that was a bad example, but It’s still true. You were on a team with Iron Man, and that guy has, directly and indirectly, murdered thousands of lifeforms. Captain America loves teaming up with Wolverine and he’s murdered more people than most villains.” She sighed and looked down at him as he looked up at her. “Look, I’ve been trying really hard to reform lately, and we started on really bad terms. Understandably so. So let me help you out. I’ll get you loose and then we can track down whoever did this, and bring them to justice.” She punched her fist into her palm, and almost like she read the expression beneath his mask she hastily added. “Spider-Man justice, not like Punisher Justice. Who did do this by the way?”

 

Miles weighed his options. He could right here and now admit which J tier villain had gotten the drop on him. He could tell Gwenpool to free him and then they’d go off together to bust the bad guy, but then she’d find out anyway. He could have her set him free, and then just leave, but then he would be abandoning someone who had helped him and seemed to be making a serious effort to set things right between them. 

 

“paste pot pete” He mumbled.

 

“Uh. What was that? I couldn’t hear you.”

 

“Paste. Pot. Pete.”

 

He watched her lips set into a pitying frown. “Oh, dude. I’m so sorry.” She reached into a pouch on her belt and pulled out a small light blue capsule and threw it into the paste. Slowly it got colder and hardened into ice. Veins of cold spreading through until it was completely frozen over, and more importantly made brittle. A flex of his spider-strength shattered the ice and Miles was set free. He reached out a hand so he wouldn’t fall and when it touched the ground he bridged forward and stood on his feet. He raised his arms and stretched. “On the bright side.” She said tentatively. “He’s so low tier that no one probably knows who he is. So you can just tell people your web-shooters malfunctioned?” 

 

“Thanks. But I think I’ll just be honest about it, imagine if someone found out I lied? The only thing worse than getting beat by Paste Pot Pete is lying about getting beat by Paste Pot Pete. Really though, you don’t have to come with me. I can handle him, I just didn’t take him seriously, cause you know, he’s Paste Pot Pete. So he got the drop on me.”  

 

Gwen seemed adamant though. She held up her pointer finger and shook it back and forth. “No. No. No.” His heart dropped as he was reminded of a certain gif. “We’re already ankle deep in this crossover. I plan on sticking with you until the end. Now let's get down to business, and defeat this chump. So I came from that way.” She pointed back towards the traffic jam over her shoulder. “So he must have gone forward into Brooklyn.” 

 

Miles was grinning under his mask. “Well, if he’s in Brooklyn then he ain’t gonna be able to hide from me. Let’s get moving, he can’t have gotten far. Do you uh, have a method of keeping up with the web swinging?”

 

“Well, I took a cab here, but then the traffic jam happened and I walked till I got to you. So, no I do not. Can I get a ride?”

 

-ooo-

 

“OhmygodI’vealwayswantedtodothis!” It was incredibly difficult to talk while web swinging as Gwen was discovering, but damn if it wasn’t everything she had ever dreamed of. The rush of wind, it felt like sticking her head out the window of car blitzing down the highway/ The pounding of her heart gave her one of the most intense adrenaline highs she had ever experienced, blood pumped everywhere, she could feel it pounding through her limbs, and in her ears. It was also cold, it had been a chilly day to start with, but swinging between skyscrapers at breakneck speeds, well it was colder than her father’s disappointed glares. Miles was warm though, and she understood why Mary Jane always clung so tightly to Peter in the comics. Web swinging was chilly and Spider-Men seemed to be really good at keeping you warm. So she kept her arms wrapped around his shoulders, and oh wow were they muscular.

They came to a stop at a factory in Red Hook just off the waterfront. Like most other things in the neighborhood, it was just a bit rundown and abandoned. If she squinted she could actually see asbestos rising off the sections where the roof had caved in. “You can let go now.” Spider-Man's voice called her back to the moment and why they were there. She let go of him and managed to hide her embarrassment.

 

“So?” She asked. “It’s kinda hard to keep track of things while being a passenger on air spider. How do you know this is the place? Did you follow your Spidey-Sense?” She looked around and felt her boot squish into something sticky and pulled it out of a puddle of paste.

 

“Nah.” He pointed at the ground where the sole of her boot had dipped into the paste. “He left a trail.” She turned and saw the dots of paste leading to their current location, Gwen was impressed. Paste Pot Pete was really selling his incompetence. “I guess when you’re trying to run away with a bucket of paste and bags of money you leave a mess.” She watched his body tense for just a minute and spring forward, reaching for her arm pulling her away. Seconds later she heard the suction of air and paste being forced into a vacuum. A splotch of pasty glue landed where they had been standing seconds ago. That had to be spider-sense. She turned to face their attacker and had to resist laughing like she did every time she saw him. Paste Pot Pete was wearing a green camouflage onesie, white gloves, a purple beret, and matching gloves. He carried in his left hand a literal pot filled with paste. There was a small tube leading from the pot to his right hand which held a gun that fired paste. 

 

“Ah, Spider-Man.” It was like Gwen could see the monologue charging up in the eyes of  Paste Pot Pete. “I see you’ve returned for another humiliation, you seem to be collecting those lately. Have you seen the memes about you?” Was he really going to do this? “Don’t cower from it Spider-Man. I’ve lived in humiliation my entire career, embrace it and others will underestimate you, and that will become your greatest strength." Why didn't this guy get more work? He was really throwing himself into the Job.

 

“I don’t need a pep talk from Paste Pot Pete.” She could hear the frustration in Miles’ voice as her hand flew to her side and pulled out Glock.  

 

“You are a fool to ignore the wisdom of Paste Pot Pete!” She tried to pick a spot that wouldn't do lasting damage, and wouldn't be too painful and shot Paste Pot Pete. 

 

-ooo-

 

Miles was frustrated and standing over the body of a very conscious and very in pain Paste Pot Pete. Gwenpool had thankfully put her gun away and was standing on the other side of Paste Pot Pete He brought his fingers to his temples and rubbed. “Did you really need to shoot him?”

 

“Yes, did you really need to shoot me?!” 

 

“Oh come on. I didn’t kill him right?” Gwenpool used her hands to gesture at the discarded paste gun. “He has paste and he shoots it.” She gestured at Miles’ wrist. “You have webs and you shoot them.” She pointed at the gun at her thigh. “I have a gun so I shoot it. I feel like I’m being unfairly judged here. He’s alive isn’t he?”

 

Miles looked down at Paste Pot Pete. Gwenpool had shot him in his left foot right after his monologue. He dropped his paste bucket and hopped around on one foot. Spilling his own paste all over the ground, it was a minor miracle he hadn’t fallen into it. Now he was sitting on the ground clutching his foot and staring at the hole in it, so he wasn’t exactly a threat anymore and he was busy clutching his foot. Miles decided to call it a win and fired his webs, pinning Paste Pot Pete to the ground.  “I think she’s got a point Pastey. You’ll live and the police are gonna be along shortly.” For good measure, he shot a web over his mouth cause the last thing he wanted to deal with at the moment was the sound Paste Pot Pete. Gwenpool though, that was gonna be a challenge unto itself. “Hey, sorry. I was a bit harsh, guns just aren’t my favorite thing in the world, but you did good and if anyone ever doubts that you’re turning over a new leaf I’ll back you up for whatever it’s worth..” He offered his hand and she took it. 

 

“It was nice being able to help you out, and not be a nuisance for once. So thanks, that means a lot to me coming from you.” She pulled her hand away, and a moment of silence passed between the two of them. “So uh, I’ll see you around?”

 

Miles felt something pull at his gut, if Gwenpool hadn’t come along he’d still be stuck to that ruck on the bridge. And she seemed earnest in her desire. “Hey, you hungry?” 

 

“Um sure? I haven’t eaten since last night.” He could only see the lower half of her face, but he could hear the surprise in her tone.

 

“Well, there’s a tradition amongst us street-level types that O.G. Spidey told me about. You see whenever any of us team up for the first time we usually celebrate by eating together on a rooftop. So uh you wanna eat with me on a rooftop?”

 

“It is literally all I’ve ever wanted!” Gwen hadn’t expected that offer, so she wasn’t able to contain her enthusiasm.  “Cause you know!” Oh god, she was floundering. “Cause you know. I’ve seen street level heroes do that before! Like uh, Daredevil and Luke Cage!” Yup, that sounded natural. “And I’ve just been waiting for my time to come. My unofficial acceptance into the superhero community.” She was pretty sure she had nailed it, and Spider-Man’s expression was inscrutable from underneath his mask so she needed to believe that all of that had seemed super casual. 

 

Part 2

 

Stopping at a taco truck with Spider-Man, was so far beyond what she had been expecting when she had proposed the idea of a team up. The fact that he hadn’t just flatout refused her help was pretty Amazing unto itself. They were standing on line together, and she had no idea what to say. She wasn’t incredibly experienced at interacting with boys she liked even under the best circumstances. To say nothing of interacting with ones who up until a little while ago considered her to be a remorseless killer. It didn’t help that his mask made him just about impossible to read. The people obnoxiously taking pictures of the two of them didn’t help either. No one had actually asked for permission either. It was actually pretty frustrating, Spider-Man though seemed completely unphased and was just scrolling through his phone and just like that she had her opening. “Does the constant personal paparazzi not bother you at all?”

 

He looked from his phone. “It used to in the beginning, but outside of the heroics I hardly do anything noteworthy.” He held up his hands and spread them out wide. 'Spider-Man Glorifies Tacos! He's A Menace To The Arteries!' Isn’t exactly the most scandalous headline.” 

 

She chuckled. “I guess not, but it doesn’t bother you being under a microscope constantly?” 

 

It was his turn to laugh. “I’m black and I’m Spider-Man. I’m always gonna be under a microscope. besides people seeing me do something as mundane as order Tacos? That just reminds them that I’m human. I think it’s important to show that I’m a Spider-Man of the people.”

 

“Huh. I didn’t know you felt that way, they never covered that side of you in your comics.” Oh, that shouldn’t have slipped out. 

 

“My comics? Oh, wait you think we’re all living in a comic book right? I remember you mentioning that from way back when we first met..” She was amazed by how nonchalant that sentence was.

 

“We’ll not exactly, I’m from a universe where this one and many others exist as comic books. I was a pretty avid reader.” They stepped forward in the line, and she could smell the Tacos, pork, fish, beef, and pork were all being fried.   

 

“Man, universe hopping, that’s always tricky business. Believe me, I know from experience.” She had been waiting for the other shoe to drop, for him to meet her with disbelief and maybe even ridicule. "I like the pork tacos they fry the meat hard enough that the grease doesn't soak into the tortilla. What are you thinking?"

 

“Um. Pork sounds good. It’s pretty refreshing for someone to just roll with that instead of calling me crazy. So thanks for that.” She offered him and smile and the tone in his voice when he spoke gave her the feeling it was being reciprocated underneath the mask. 

 

“Pfft. I’ve hopped through way more universes than your average superhero. And a world where all of this is literally coming straight of a comic book ranks pretty low in terms of unbelievability.”

 

She laughed. “Was that an Enter The Dragon reference?” It was beginning to dawn on her that there was a whole lot of information about him that had never been covered in the piles of comics she had been reading. She didn’t really know him, but she was enjoying getting to. 

 

“It absolutely was. it’s good to know that even across the multiverse Jim Kelly and Bruce Lee are still legends.” He was looking at her directly now, “It’s even better that someone finally gets my references to Kung Fu movies, you wouldn't believe how unappreciated they are at Champions meetups.” Miles wished she could have seen the wink he’d just given her.

 

“Ay Spidey my man! It’s good to see you again!’ Before she knew it they were at the front of the line. The man sticking his head out the truck was heavyset and heavily tanned. He had and bushy salt and pepper mustache, and he was currently fist bumping Spider-Man. 

 

“Rico my man! You’ve got the best tacos in Brooklyn! Of course, I came back.” Spider-Man of the people indeed she mused. They ordered and the man stuck his head back into the truck and they chatted some more about the merits of Jackie Chan until Rico stuck his head back out holding a plastic bag in his hand, and she could smell the delicious aroma of greasy new york street tacos.

\

“Ay Spidey, on the house man I owe you for helping us out with that robbery." He leaned closer and his voice dropped a little. "I saw that video, that was brutal, but you’re already bouncing back!” And suddenly Gwen found herself as the center of their conversation as Rico turned to address her directly. “Hey, Spidey is a really good guy. Don’t let anyone else tell you different.”

 

“Rico! I’m good. We don’t gotta talk about that! I also really don't need the assist!” It was Spider-Man’s turn to flounder. She knew which video Rico was talking about, everyone had seen that video. She wanted to laugh, but Spider-Man was practically fidgeting, she didn’t blame him. 

 

“I know he’s a good guy, I wouldn’t be here otherwise.” Which was true, she didn’t have much time left, and couldn’t waste it on people who weren’t good. She took the bag of tacos. “Thanks, Rico. Come on Spidey.”

 

-ooo-

 

A short web swing later and they were sitting on the edge of a tenement building thirteen stories above the symphony of traffic. The tacos had largely been eaten by now, and Spider-Man had gone largely since being reminded of the video. Gwen couldn’t think of a tactful way to bring it up so she just asked. “So do you wanna talk about the video?”

 

Spider-Man tensed up and before he said anything else she added. “You don’t have to obviously. But well it’s clearly still bothering you. And I don’t know if you have talked to anyone about it, but if you haven’t it might help.”

 

Spider-Man didn’t say anything for a while and looked out over the skyline, the sun was starting to descend past the horizon, and he sighed. “Well, I’ve mostly been talking pigeons, and though those guys are great listeners they aren’t exactly the best in the world when it comes to handing out advice.” He laughed at himself. “Okay so, I had a crush on a Ms. M since I met her. I can tell when someone likes me, and I knew she didn’t feel the same way cause she never picked up what I was putting down, and that was fine. I was pretty content to just let things be, but then Tony sent out the signal. It was all hands on deck, Thanos was coming and he brought friends. I’ve done the fate of the world scenario before, people die. Frankly, I didn’t like my odds of surviving. Sure, it’s not like he had the gauntlet or anything, but he was getting backed up Ultron, and Kang. That was scary, and I thought ‘Well Spidey if this is where you die you should probably tell her’ She ripped into me, told me to get real and get my shit together. Which you know. Fair. In hindsight, it definitely wasn’t the time to tell her. And god knows how much stress she must have been under herself. I guess though when you think you’re about to die you do stupid things for the sake of people you care about.” She was hurt by how relatable that last sentence was. “I didn’t know there was a civilian filming the whole thing. And you know being the butt of a thousand and one jokes across the internet is annoying, but it doesn’t really hurt. What is really a lot more painful is that, I think I lost a friend. One of my best friends. She hasn’t responded to a single call or text, which you know fair enough, she probably needs some space, but it’s been like a week. She talks to other people in the Champions group chat, but not me.”

 

Gwen felt her heart drop into the pit of her stomach, what monster was writing this? “Well, I know a thing or two about resurrecting a friendship, it involved a trip to Doctor Strange and the skull of my dead friend.” Why did she say that? She needed to focus. She had all of Ms. Marvel's trades what did she know about her? Kick ass icon of representation done well, and someone who had dealt with that before.  “Sorry that probably doesn’t help, but I think what’s going on. I’ve read a lot of her comics, she’s not the kind of person to abandon a friend over something like this. I think you’re reminding her too much of someone she already knows. She had a friend named Bruno. He sort of confessed his feelings to her, back when the universes were colliding. Remember you managed to sneak onto evil Reed Richard spaceship and escape the death of your universe? And you hung out with O.G. Spidey on Battleworld? That’s when her friend confessed, and a few issues later he kinda almost died and essentially has to live in exile in Wakanda, cause he violated the laws of Captain Marvel’s predictive justice. I think having pain like thrown into her face again? That could scare anyone, and sometimes when you don’t wanna lose people you end up doing things that could scare them away, or you end pulling away yourself. So be persistent and don’t let go, at least until you guys talk about it. ”

 

There was a brief silence after that. “You know when it’s laid out like that, my life really does sound like a comic book, but I think I got the message of all that. Thanks, Gwen.”

 

It was the first time he called her by her name, not Gwenpool, just Gwen. It felt nice, her chest got warm, her insides felt like she was web swinging again. She was hoping that she would get to feel more of that when she noticed he was staring at her thighs. Well, she thought he was anyway. It was hard to tell where exactly his eyes were with the lenses of his mask being so big, but his head was tilted in that direction and unless there was a particularly interesting patch of rooftop he couldn’t have been looking at anything else.

 

“So this is a really random question, but why don’t you wear pants?” Well, that certainly confirmed where his eyes were. “It’s like forty degrees up here, how are your legs not freezing?”

 

“Well, I’ve gotten used to the cold, but I haven’t added pants to my uniform because I like to remind myself where I came from.”  

 

“What do your roots have to do with not wearing pants?”

 

“When I came to this universe it wasn’t by choice.” The sun was painting the sky red as it descended, and she watched it trying to see past the gutter and maybe peer into her home. “I literally only had the clothes on my back, and the money I happened to be carrying at the time. When I went to get my uniform made I literally couldn’t afford enough fabric to cover my entire body. So I decided if any part of me was going to go bare, it was gonna be my legs. I went on a few more jobs after that, but I never got around to buying the pants, and eventually, I just decided that I didn’t need them. My legs look amazing, and I like having a constant reminder of what it took to get to this point in my life.”

 

“Gwen, that’s actually pretty amazing.” Miles was watching all his misconceptions about Gwenpool crumble. “You’re not at all what I was expecting, I’m really glad you decided to have tacos with me. I wouldn’t have gotten the chance to know you and I think that would have sucked.”

 

Yep, she was definitely blushing. “Can I ask what you were expecting?” 

 

He didn’t miss a beat. “Deadpool’s insane niece.” 

 

She sighed. “Everyone thinks I’m a Deadpool knockoff. You do one tribute cover, and the stigma sticks with you for life.” She reached up to her mask and pulled it down revealing her face, her blonder fell down in a messy bundle, the tips were pink and she had bright blue eyes. “My name is actually Gwendolyn Jeyne Poole. So, Gwenpool.” 

 

Miles knew that she already knew his identity, so he didn’t feel weird about taking off his mask. Cold air hit his skin and chilled some of the sweat that had been building. “Nice to meet you Gwendolyn Jeyne Poole, my name is Miles Davis Morales.” He smiled at her and she smiled back.


	2. Chapter 2

Part 3

 

“So, can I ask you another question?” The sun had finished its journey, but the city wasn’t dark. All buildings and street lights had the city lit up like a starry night, he always thought it was a decent trade-off for the lack of stars in a New York skyline. 

 

“Anything.”

 

“Well, we ran into each other on the bridge, I was just wondering why you were on your way to Brooklyn anyway.” He continued. "I know you called yourself a Brooklynite, but there's no way you live here. I keep tabs on all the costumed types in Brooklyn."

 

“Oh well I don't.” Gwen didn’t want to lie to him, but she didn’t have a choice. “Oh well, I don’t have much time left.” Starting with the truth made it easier, “In New York I mean, I'm going to be doing some traveling and my flight leaves tomorrow.” Objectively that was still true. “So I wanted to do some touristy things.” What would be a good lie? Brooklyn. What did she know about Marvel’s Brooklyn? “I’ve never been to the Steve Rogers’ Museum.” That was a huge gamble, but hey they made Museums out of the houses of historical figures all the time. 

 

“I love the Rogers house!” She was relieved. “I mean every boy from Brooklyn grows up wanting to be Captain America, but I practically lived at that place as a kid.”

 

Gwen decided to seize the moment. “So then would you like to come with me?”

 

“It’ll be a first for me. I’ve never had a team-up turn into a date, but I’d love to. “

 

“A date! Who said anything about a date! Haha!” Oh god, what did he know? Her insides had gone past the point of feeling like she was web swinging. The nervous energy she felt now was more like she had been duct tapped to the Hulk’s back while he chain jumped through the desert.

 

“Come on Gwen, I did say that I could tell when someone liked me.” She looked at the confident smirk on Mile’s face and the curl of his lips before burying her Carnage red face into her hands. 

 

“Ugh. What gave it away?” She asked, her voice muffled.

 

“I put it together somewhere between, ‘I’d love to eat on a rooftop with you Spider-Man! Cause that’s what heroes do! Yup, absolutely!’ and your reaction to the word date.”

 

She was definitely not anywhere near as smooth as she thought, but it was out in the open and that felt nice. “So.” She pulled her face out of her hands, and looked at him. “I guess I get to ask the obvious question now. Do you like me? Yes? No? Maybe?”

 

She felt like a child as she waited for his answer, and wished she was a lot better at flirting, Miles was holding her gaze though, and that made her belly do more Hulk jumps. “Solid Maybe? I’m not sure, but with a little more time? I could see myself liking you pretty damn hard.”

 

That was bittersweet to the highest degree. All he needed was what she didn’t have. “That’s admittedly a bit frustrating, I’m not gonna be around for much longer.” 

 

Miles scooched closer to her and his hand twitched as he thought about putting it around her. “Well, we can enjoy tonight can’t we?”

 

It was selfish and greedy, but she tilted her head forward and pressed her lips against his. She felt his hand move around to the side of her neck and then he was kissing her back. She was suddenly very okay with being selfish and greedy. She could taste pork tacos on his lips and could smell the dried sweat on his skin. She loved it and indulged in him for as long as he would let her. 

 

Miles didn’t know when exactly he came up for hair, but when they finally pulled apart he could almost feel the ghost of her lips, and the electricity arcing between them. His first instinct as he looked at Gwen was to go in for another kiss, and he knew right then and there that he was a goner. She was grinning at him. “Sorry, I uh couldn’t resist.”

 

Miles smiled. “I ain’t mad.” And really, what else could he have said when kissing her felt that good? “But, uh maybe we should go ahead and get to that museum? Not that I’m not enjoying this, but we might need to slow down a little, cause if we keep going we might never leave, and this is your last night in the city right? Let’s spend it somewhere other than the roof of a New York tenement.”

 

-ooo-

 

Miles had backpacks with changes of clothes stashed all over Brooklyn, Gwen did not, nor did she think she needed to change, but when Miles pointed out that it might have been a bit easy for someone to connect the dots since Chaotic Good mercenary Gwenpool had been seen in the company of Spider-Man, and then hours later was seen in the company of Brooklynite Miles Morales who was weirdly enough the same height and build as Spider-Man she acquiesced. He dropped her off at one of the more reasonably priced tourist traps and went to change in an alley. 

 

He stepped out wearing a beige peacoat, blue jeans and a pair of Timbs. He was pulling a tan beanie over his head when Gwen came up to him. She had kept the pink and white boots of her uniform on and pulled a pair of jeans on over them. She was wearing a white “I heart Brooklyn” hoodie. Though the heart was chibi version of Miles’ Spider-Man mask with red lines of webbing over a black heart. Miles grinned incredulously at her.  “Really?” He asked. 

 

She smiled back. “Really. I think it’s pretty funny.”They fell into step together and Miles took her hand and held it. Out of the corner of his eye he could see her face turn red, and felt her grip tighten around his palm. They didn’t have to say anything as they walked to the museum. 

 

The Steve Rogers Museum in Red Hook was easy enough to get to. It was surrounded by crumbling tenement buildings and stood out for being the one building intact in a part of the neighborhood that was mostly ruins, and streets paved with cobblestones. Gwen was surprised, “You would think they’d take better care of Captain America’s old neighborhood.”

 

“I don’t know.” They had come to the the base of the museum, it was the tenement building that Steve Rogers grew up in. “I kinda like it, feels symbolic. Captain America is a beacon of hope in a crumbling society. His museum shouldn’t be any different.” 

 

“Wow, I had no idea that you were this much of a Captain America fanboy.” She teased.

 

Miles rolled his eyes. "And who do you fangirl over? Grow up thinking 'I'm gonna be just like that mercenary?'

 

"Would you believe Batroc The Leaper? He'd kick Captain America's ass any day of the week."

 

“I'm really starting to like you so I'm gonna pretend you never said that.” He teased, and he went to hold open the door for her. She stepped in and was taken aback by just how much red white and blue had been crammed into the place. The walls were lined with display cases showing off various costumes, and though she hadn’t ever been a huge Captain America fan, her little nerd heart skipped a beat when she saw the classic chainmail suit with wings on the cowl.  She wandered over, drawn to it immediately. Miles was pulled along as Gwen tugged on his hand, and though he’d seen the suit plenty of times before, some things never got old. 

 

“Just think.” Gwen had to resist the urge to press her face up against the glass. “That glove punched Adolf Hitler in the face. You have no idea how iconic that image is in my world.”

 

“It’s pretty iconic in this world too.” He looked at the glove and thought he saw the reflection of someone watching them in the glass, his Spider-Sense wasn’t tingling though. So he wrote it off.  “Though no one has seen it actually, it’s more of an urban legend. You saying there’s an actual image where you come from?”

 

“The image is so iconic, that people have mad fanart of President Barack Obama punching Osama Bin Laden in the exact same pose.”

 

“Shit, that’s actually pretty cool.”

 

“Miles?” Miles and Gwen turned together at the voice that had called out from behind, though for Miles it was with much more trepidation, because he knew that voice and looking over his shoulder had confirmed it, Kamala was standing there, and so was Sam.

 

-ooo-

 

“What are you guys doing in Brooklyn?” Of all the things Miles could have said, he wasn’t quite sure why he picked that, it might have had something to do with him being as territorial of Brooklyn as Luke Cage was with Harlem, or maybe he just hadn’t expected to be blindsided like this. 

 

“Ugh.” Sam spoke first. “Kamala had to write a paper on Cap so she came to the museum, and I gave her a ride, cause the rates for the ferry are murder?” He seemed to have realized that Gwen was there too, and he definitely didn’t realize who she was, so he did the usual song and dance involved covering up secret identities. “Gave her a ride in my totally Nova car, which is a Chevy Nova!” Sam was terrible at the dance. 

 

Kamala sighed, “Sam, don’t lie to him.” And for the first time in a week, she spoke to Miles. “We’re on a date. Sam hadn’t ever been to the Captain America Museum, and since it was right across the river I thought I’d show him around.” 

 

“Oh.” Suddenly pieces started falling into place, “I’m on a date too. Sam, Kamala this Gwen. Gwen these are my friends.” That brought an awkward silence. 

 

“Nice to meet you guys, officially. So.” Gwen tried her best. “How long have you guys been dating?”

 

“Two months.” Sam said his first honest words for the evening and Miles felt very foolish. 

 

“Two months huh?” Miles felt Gwen’s grip tighten on his hand. “That makes a lot of sense now that I think about it.”

 

This wasn’t how Gwen imagined she’d be meeting the current gold standard trio of teenage superheroes. She didn’t think an adamantium knife could cut through the tension between them. She was certain of one thing though, Miles and Kamala needed to talk. So she let go of his hand. A pointed at an item on the wall of the museum. “Hey look at that! It’s Captain America’s WW2 service pistol! They say he never fired it once!” She stepped forward and grabbed Sam by the arm. “Hey, you’ve never been here before either right? Lets go check it out!” Forcefully she dragged him by the arm towards a display case on the opposite end of the room.

 

Kamala and Miles didn’t say anything and Sam didn’t resist, he knew this needed to happen. Miles looked at Kamala. What to do what to say? “You know if you guys just told me you were dating I wouldn’t have said what I said right?”

 

Kamala sighed. “I know.” 

 

“And we wouldn’t be in this weird place right now?”

 

“I know.”

 

“So why did you guys keep it a secret?”

 

“Maybe because it wasn’t any of your business?” She snapped at him, and he would have been a liar if he said it didn’t sting. That tone of voice was usually reserved for supervillains, and the look she gave him was hard enough to trim vibranium fingernails. She sighed again and her expression softened. “I’m sorry, you didn’t deserve that.” 

 

“Yeah, no shit. Kamala what’s going on? You and sam dating doesn’t bother me. I don’t get why guys were so secretive about it, but it doesn’t bother me. I knew from jump you weren’t into me, and I can see how a confession like mine would make things weird between us, but you ghosting me completely? Acting like I don’t exist? What’s up with that? We were really good friends, like you stood up to your idol on my behalf when she profiled me. I have gone on and still would go on a suicide mission solely if you’re team leader. So I’m not really getting it.”

 

“I’m sorry. I shouldn’t have pulled away from you like that, at least not without any kinda warning. I needed space dude. Part of the reason me and Sam never said anything is cause when word gets out that two crime fighters are dating, every nutjob you’ve ever faced seems to think that going after your significant other is the best way to hurt you, and they’re not wrong.” She put her hand on his shoulder and his eyes darted towards Gwen and Sam who were doing a terrible job of making it look like they weren’t watching. “It’s not like we don’t trust you, but we didn’t wanna take any chances.” 

 

“I respect that, it makes total sense, but like I said, the two you dating doesn’t bother me, but why did you act like I didn’t exist?” She pulled him into a hug, his arms hung limp at his sides.

 

“I’m sorry, when you confessed I realized how much you meant to me. Not like that, but if you died it’d be like losing an arm or a leg, or kidney. I wouldn’t feel whole. I’ve lost a lot of friends home just because they were adjacent to me and the whole Superhero thing. Bruno, Josh, Nakiya, Mike.  And you? You were right there in the thick of it with me, I didn’t wanna lose you, so I tried to pull away, cause I couldn’t bare to lose my best friend.” Miles wrapped his arms around her and hugged her tightly.

 

“That’s really stupid and I want you to know that.” He was grinning. “I’m Spider-Man, you know I’d just quip at death until it got annoyed and returned me to the realm of the living

 

She laughed and they pulled away from each other. “I know.”

 

Miles finally felt like he wasn’t trying to wall run with sandbags tied to his feet. “Come on, we should probably get back to our dates. Gwen might be giving Sam an existential crisis.”

 

Kamala nodded and together they walked back towards Gwen and Sam. “Gwen seems really nice, how did you meet her?”

 

That was a tricky question, saying that they bumped heads while Gwen was on the verge of murdering a boy in his home probably wouldn’t endear her to his friends. “Oh, you know on the job.”

 

Kamala raised an eyebrow. “The job that requires spandex?”

 

“Yup.”

 

“She knows who you are? And you know who she is? Don’t you think things are moving a little too fast?”

 

Miles shrugged. “That’s the crazy thing, I didn’t tell her who I am, and she knows who you are, and Sam, and probably a whole lot of others. It’s kind of her super power.” 

 

Kamala stopped them. Sam and Gwen were just within earshot so she dropped her voice, “Miles, you know how dangerous someone like that could be right?”

 

“Kamala, it’s kept me up for more than a few nights. I understand the possibilities.” He felt his Spider-Sense tingle and as the door to the museum was kicked open he put his arm around Kamala’s shoulder and pulled her to the ground. A globule of paste sailed over their heads and slammed into a display case showing Captain America’s first sketchbook. He knew that rank chemical smell and then he saw Paste Pot Pete stepping through the door with a pronounced limp. 

 

“Children! Stand down, I mean you no harm! My business is with the blonde!” Like hell, he would. Miles was getting to his feet, but Kamala’s hand gripped tightly around his wrist and tugged at his arm. They’d been in enough fights together that once glance at her eyes was enough to know what she was thinking. They couldn’t make any obvious moves, or do anything to give away their identities, but Miles wasn’t a one trick spider. Just needed the right moment. 

 

Gwen watched Paste Pot Pete approach and her heart sank, how did he find her? That didn’t matter. She needed to shut him down, her hand flew to her side where she kept her gun holstered and all she felt was baggy denim. “No, I don’t think you’ll be doing that again.” Paste Pot Pete fired his paste gun at her hand and glued it to her side. “I thought we had an arrangement Gwenpool! I capture Spider-Man, you free him, and we engage in a bit of theatre. Shooting me in the foot was not part of that arrangement, and I have yet to be paid.” Over his shoulder, she watched Miles Camouflage himself and vanish from sight, seconds later Paste Pot Pete slammed forward face first into the ground, and Miles reappeared with his fist extended approximately where the back of Paste Pot Pete’s skull would have been second before he lost consciousness. 

 

Sam’s eyes were panicked. “Oh wow! Miles you just spontaneously developed a cool mutant power! As a response to danger as teenagers often do.” 

 

“Sam. You don’t have to cover for me, she knows about all of us.” He had been speaking to Sam, but at no point had his eyes left Gwen. 

 

“Miles, I know how this must look, but just let me explain.” Gwen’s hand was still stuck to her side, so using her left she tried to make an appeasing gesture. It didn’t work. 

 

“What is there to explain? Clearly, you were conspiring with Paste Pot Pete, for what though? What was the point all of this?”

 

She took a step forward closer and Kamala stepped around Miles to block her path. Sam had finally seemed to catch on, and was slowly moving to cut off her exit to the side. Gwen felt cornered. “I’m sorry. This isn’t what I wanted.” 

 

Miles put his hand on Kamala’s shoulder and pushed her aside gently and stood across from Gwen. “Then what did you want? Cause from where I’m standing it looks like you just wanted to make a fool of me. All that stuff you said on the rooftop? Was that part of your game?” 

 

“No! Miles, I meant every word we said up there. I meant everything that happened.” Her voice was beginning to crack. “I don’t have a lot of time left, and I just wanted to make things right between us. A silly team up against a silly villain to get us on good terms, that’s it. Then you invited me for tacos, and things just spiralled out beyond anything I had expected or planned for, and I wouldn’t change anything about that!” 

 

That explanation felt too simple for Miles, it made sense, but he had opened up to Gwen at a low point, and part of him wondered if she had sought to take advantage of that. It made it difficult to trust her. “What do you mean when you say you don’t have a lot of time left? Are you in some kind of trouble?”

 

“It’s hard to explain.” And how could she explain what was happening to her? That her existence was so finite? She stepped forward and held out the hand that wasn’t glued to her side.  “Take my hand and I can show you.” Maybe if he saw it with his own two eyes things would make more sense to him. 

 

He thought about taking her hand, but he couldn’t. The first time he had tried to trust her, she’d almost killed someone, and now he’d tried again and she had lied to and manipulated him into caring about her. That made him feel dirty. “Don’t touch me.” He pulled away from her hand. “Just get out of here okay? Nobody got hurt so you’re free to go. Kamala. Sam. Stand down.”

 

Gwen’s hand dropped to her side and balled up into a fist, and trembled. Why did she think this would work for even a night? She pulled her hoodie over her head. “Goodbye Miles.” She walked away and didn’t let herself cry until she was out of the museum.


	3. Chapter 3

Kamala and Sam were naturally curious about what exactly had gone on between Miles and Gwen. So Miles webbed Paste Pot Pete to the ground and recounted the whole story, from the Brooklyn Bridge to the Museum while they waited for the cops to take Paste Pot Pete away. He’d left out some of the more personal things that they’d done, and shared, but it painted a clear enough picture. They were all still out of costume and seated on the front steps of the Museum. They kept an eye on Paste Pot Pete through the glass doors of the Museum.

 

Kamala had a hand on Miles’ shoulders while Sam had stood up and begun pacing as Miles finished the story. “Damn. So a hot semi-villain cooked up an elaborate plot to spend time with you? Lucky.” Miles always could rely on Sam to say exactly what was on his mind. 

 

“Really Sam?” Kamala didn’t share her boyfriend’s enthusiasm. “She lied to him and put him in danger. There’s nothing lucky about that.” The expression on her face said that she couldn’t believe that Sam had just said that, but Miles thought about it and turned it over in his mind. Technically speaking, Sam wasn’t wrong. 

 

Sam shrugged his shoulders but kept going. “Yeah she lied, and that’s not cool. You should never start a…” He paused trying to think of an appropriate term. “Whatever it is you two had on the basis of a lie, but you two are like the biggest liars I know.”  

Kamala interjected with an exasperated familiarity, “Sam what are you talking about?”

 

Sam scratched the back of his head. “Look, I just think I’m seeing things a bit differently than you guys. You both lie to your families every single day, and I know what you’re gonna say. ‘It’s to protect your families’ Fine fair enough, but she lied to you cause she just wanted to get on better terms with you. You made the first move after that. Holding it over her head and not even talking to her about it just seems kinda dumb.”

 

Miles listened to him talk, he was being unusually earnest. Miles thought about the feeling he had when he watched Gwen walk away. Should he have gone after her? Maybe she deserved at least that much. “Sam. I gotta you ask something. Why are you trying so hard with this?”

 

“Cause I’m tired of watching you fucking mope.” Miles hadn’t been expecting that. “You’ve been a mess for the last week, and this is the first time I’ve seen you that happy in a while, even before everything that went down with Kamala. If that Gwen chick had something to do with it, then I don’t wanna watch you throw that away.”

 

Kamala sighed. “Miles, I think, and I can’t believe I’m saying this, Sam might be right. On one hand, she hurt your feelings and you’re my friend so I hate her.” Miles chuckled, he had always been drawn to Kamala’s violent overprotectiveness “On the other hand, you seemed happy. Really happy, and maybe you should explore that and see where it goes, but there can't be any bullshit between you guys, talk to her and put all the cards on the table.” 

 

Gwendolyn Poole was still a mystery Miles, but the objective fact was that he had felt happy with her, she had lied to him, had tried to explain the situation to him, and he had pushed her away because he felt he’d been made a fool. “Guys, I might have made a mistake.”

 

Sam snorted. “You think? Face it Tigre you hit the jackpot and you blew it, so what’s the plan? And how can the Living Rocket help you?” 

 

Miles sighed, “Well I gotta go after her and probably talk it out, but I have no idea how to find her, any ideas?”

 

“I got one.” Kamala pointed over her shoulder at the webbed up form of Paste Pot Pete. “He managed to track her down to here. So he must have some way of finding her right?” 

 

“Genius as always babe, but how exactly are we gonna get him to tell us how he’s doing it? None of us really have the intimidation factor down.” It was weird hearing Sam call Kamala ‘babe’ but he supposed it was something he’d need to get used to. 

 

Kamal grinned. “Leave that to me.”

 

-ooo-

 

Paste Pot Pete came to with a splitting headache, that is to say, he felt like his skull was going to be split in two from the main he felt from both ends. Whoever had hit him from behind must have had a measure of enhanced strength. The lump swelling at the base of his skull throbbed with the telltale rhythm of getting rabbit punched by a costumed crusader. His nose was broken, of that, he was fairly certain, his last memory was of linoleum floor tiles rushing up to meet his face. His first attempt to get up was met with another familiar resistance. Webbing. The young man who had been behind him, he must have been Spider-Man. A shame that he couldn’t remember the details of his face. 

 

It could have been worse, it was no secret to criminals big and small that Spider-Man’s webbing tended to dissolve in an hour or so. Plenty of stories of guys who got lucky and only had to wait an hour before they were back on the street, if the police were particularly busy that night or if they were in neighborhoods with abysmal response times. He heard the thud of boots approaching from behind him. He wouldn’t be so lucky it seemed. “Good evening officer.” Showmanship was never to be spared. “I’d like to report an assault, the culprit? Spider-Man. About five foot ten, hundred and eighty pounds, red and black costume.” The officer seemed to be ignoring him, which was for the best, the more he was underestimated the better the opportunities afforded to him. The officer had finally stepped into his field of view and out of his peripheral, he could see that the man who he assumed to be a cop probably wasn’t. 

 

The black boots and trench coat were the first indicator, of that and as Paste Pot Pete struggled against the webs he managed to turn over just enough to crane his neck up and see a white skull  painted onto the front of a bulletproof vest. A little higher up was the face of Frank Castle, The Punisher. “How you doing Piss Pot?”

 

Paste Pot Pete started sweating. He struggled, pulling at his bindings with every ounce of strength he had left. They had dissolved enough to give him some leverage, but he still couldn’t break free. The first general rule of thumb for dealing with Frank Castle was to run the other direction, the second was to pray. He watched as the Punisher came to stop at the display case, and inspected the gun inside. “Captain America’s service pistol. M1911. That’s a quality firearm, standard issue for our armed forces from nineteen eleven to nineteen eighty-six.” The Punisher reached out and opened the case, and gently pulled out the weapon. The museum’s alarms blared and he looked down at Paste Pot Pete as red lights flashed behind him. “It’s in remarkable condition. You know they say he never fired it?” He pointed the barrel at Paste Pot Pete’s skull. “Answer a question for me Piss Pot, and it gets to stay that way. How have you been tracking Gwenpool?”

 

Paste Pot Pete hadn’t survived for as long as he had with the gimmick he had by not knowing when to take a deal. “Well, Gwenpool and I had a deal. And it’s prudent to keep track of people who might renege on agreements so when she and Spider-Man tracked me down and she stepped into my paste. I had prepared microscopic transponders. The paste ensured they got stuck into creases of the soles of her boots. My cellphone in my left pocket is keyed into the signal. Use it and you can find her. The passcode is 1963” 

 

Paste Pot Pete watched the Punisher put the gun away, back in its’ case, and then felt his pockets get rummaged through. “People really need to stop to underestimating you Piss Pot.” Then nothing, but steps leading away and the sound of the museum door opening, and Paste Pot Pete had never been more grateful to be perceived as a  nonthreatening joke.

 

-ooo-

 

Miles and Sam watched as the door opened and the form of the Punisher came out grinning, and spoke in a much higher tone than he had any right to. “That might have been my best performance yet.” The form of Frank Castle melted and morphed away, shrinking and it’s skin getting darker and it’s hair longer up until Kamala had reverted back to her normal form. She tossed the phone to Miles. “Paste Pot put trackers on her. Neither of you even noticed, we gotta stop underestimating that guy. Password is 1963.”

  
  


Miles caught it, and pulled up the GPS. “She’s getting pinged to an apartment building in the upper east side. That’s one hell of a web swing. Nova, think you can give me a ride?” 

 

Sam was already reaching into his backpack and pulling out his black Nova helmet. “Do they call me the Living Rocket?” He put it on in, and in a single flash of brilliant blue light, he stood there in the full armor of the Nova Corps. “Kamala can you do us a favor and hang back here and make sure Pastey actually gets picked up by the cops? I’ll be back in a few seconds just gotta drop off Miles.”

 

“Of course.” She smiled. “Hurry back, I’d like to enjoy the rest of our date.”

 

Miles was really happy his friends were his friends. “Guys, I need one more favor. I gotta steal something from the Captain America Museum. Look the other way?”

 

Part 5

 

Batroc wasn’t the first person she called, but he was the first person that answered, and Gwen found herself in the upper east side in one of his nicer safehouse apartments. This one happened to be a penthouse overlooking Central Park. It was largely one open concept, and lieu of walls there was glass giving it a three sixty view of Manhattan.  He’d invited her in and sat her down on a massive sofa stretching the width of the apartment. She told him everything that had happened, with the singular omission being Spider-Man’s identity. 

 

Batroc listened to her, and while she spoke he moving through his kitchen adjacent to the living room. He made hot cocoa, and warned some leftover beignets for her in his microwave. When she was done he offered her a steaming mug of cocoa. He joined her on the couch and sat the plate of beignets between them. “Gwendolyn, this was a foolish plan. You know this?”

 

That would have stung coming from anyone else. “I know Georges.” She brought the steaming mug to her lips and sipped, her tongue was burned just a bit. “I didn’t know what else to do though.”

 

“Did you consider just talking to him?” Batroc picked up a Beignets and popped it into his mouth, and chewed thoughtfully. “And why would you enlist Paste Pot Pete of all people? You could have asked me.” She could hear the wounded pride in his voice. 

 

“I didn’t think he’d have any interest in talking to me, to say nothing of everything else that transpired afterwards.” She looked at him and grinned. “Georges, if I’d asked for your help, he would have gotten much more hurt.”  

 

Batroc nodded. “Very true.” His pride placated. “So Gwendolyn what do you intend to do now?”

 

She hadn’t given it much thought. “Well, I’m still due to leave New York tomorrow, so I guess there’s that. This is just not the conclusion I wanted.” She rested her chin on her palm and slumped forward. “The worst thing about all this is that way more came out of it than I intended. There was something really nice, but it got short.” 

 

Batroc leaned back in his seat and sat the mug down on the coffee table. “Gwendolyn, I won’t tell you that it is better to love and lose than never to love at all, but as I understand it, you have limited time. That means your opportunities for experiences are limited. I do many bad things, but occasionally I get to do something good. Good memories can carry you past much darkness. Focus on that good Gwendolyn.” He paused. “And it is important to remember that you tried, and if he cannot recognize that he is a fool unworthy of your time.”

 

Gwen smiled, “Batroc The Leaper, mercenary and font of emotional wisdom and support. You should add that to your business cards.” She set her mug down on the coffee table and went to hug him, but a flash of blue light streamed in from outside followed almost immediately by a sonic boom. 

 

Batroc reached under his coffee table, and his hand clasped around a pistol. In one motion he did a pirouette, clicked the safety off, cocked the hammer back and aimed down the sights. What he saw on the other hand were two superheroes. A Nova who flew off in another blue flash and clinging to the window of his apartment was the red & black wall crawler.  “Ah, the Spider-Man of the hour.” He looked down at Gwen who had gone wide eyes, but he was pleased to see that she had her gun in hand. “He seems to have found you, and assuming he’s not absolute idiot has come to talk to you.”

 

Gwen watched Miles crawl along the building, he crawled up, he crawled down and eventually did a complete circuit around the building. He pulled a phone from a pocket and looked at before peering into the glass. He started tapping the glass. Clicking the safety back on her glock she set it down on the coffee table. “He can’t see us can he?” He had a brown paper bag webbed to his hip.

 

“Non, the glass is reflective on the outside, it’s a two way mirror. I enjoy my privacy.” He watched the Spider-Man tap on his glass. “I could shoot him down, or if you prefer, kick him off the side off the building.”

 

Gwen laughed, and Batroc could hear the release of tension. “No Georges that won’t be necessary. As much as I appreciate you being the violently protective big brother I never had, he does have reason to be upset with me. I think I should talk to him.”

 

Batroc nodded and clicked the safety back onto his pistol and secured it underneath the coffee table. “If that is what you wish then I shall fetch him. As always, my home is yours stay for as long as you need. Oh and do find out how he tracked you here. Upstart superheroes in my home is not something I encourage. ” 

 

“Are you leaving?”

 

“Oui, I have a job I need to be getting to. And these sorts of things ought to be addressed in private.” 

 

Gwen got to her feet and hugged him. She’d miss him the most. “Thank You Georges. You’d kick Captain America’s ass any day of the week.” 

 

Batroc smiled and hugged her back before heading for the door he stopped halfway and turned around. “Ah, and Gwendolyn if this encounter gets heated, the glock is under the coffee table, serrated knife is between the couch cushions, frag grenade is in the freezer behind the fishsticks, and condoms are in the drawer near the sink.”

 

-ooo-

 

Gwen had taken off her jeans, and her I heart Brooklyn hoodie, and stood there in her full uniform. If Miles was in full costume she didn’t want to have to face him in civilian clothes. She thought about pulling up her cowl, but she still wanted to meet him as Gwen and not Gwenpool. The door opened and she caught a glimpse of Georges whispering something before to Miles before he stepped aside and let him pass. The door slammed shut followed by a click of its electronic lock, and then they were alone. Miles stepped in and kept on stepping they were about two feet apart. 

 

“Is it safe to unmask in here?” Not the first thing she was hoping he’d say but she’d take it.

 

“Absolutely. Georges has this place secured, speaking of which. How did you find me?” Miles pulled off his mask and not having anywhere else to put it laid it down on the coffee table. He held up a phone, and held it out to her. She took it and saw her current location on a map of Manhattan. He had put a tracker on her? The thought made her feel gross, and she suddenly found herself wishing Batroc hadn’t left. “When did you put a tracker on me? 

 

Miles shook his head. “I didn’t. We really gotta stop underestimating Paste Pot Pete.” 

 

The tide of relief was instant, and was swiftly followed by embarrassment. “Wow, underestimation really is his superpower.” They shared a chuckle, and as nice as that moment was, knowing they could still share a laugh she pressed on and tackled the Fing Fang Foom in the room. “Miles, why are you here? You tracked me down. Now what?” She didn’t have the time to waste. 

 

“So, back at the museum. I didn’t give you a chance to talk, and I thought about it. I talked about it with my friends. I don’t think I did right by you. I wanted to say sorry, and I wanted to hear you out so if that offer is still on the table I want you to show me what you were going to.” He extended his hand out to her. 

 

Gwen felt like she was web swinging. She took his hand, and held it lacing their fingers together. She reached out with her awareness. They were in a comic book, and this moment was crystallized. It was a panel, one many others spread out over the pages of a comic. No panel ever touched, each one separated by the gutter. The space between panels, the space between the pages, the space between the issues, the space between worlds, the space between the fanfic and the reader. She pushed into it, slipped out of the panel and into the gutter, she pulled Miles with her. When they stepped through they were surrounded by the infinite space of a writer's’ imagination and an artist’s passion. It took the shape of an infinite white void, and beneath their feet were the panels. Every single moment of Gwen’s life since she became a comic book character.

 

Miles was holding tightly to her hand, she could hear his breath hitch before returning to normal. “Where are we?” He turned to face her, and saw the mix of fear and wonder on his face. 

 

“I don’t know if it has an official name, but I like to call it the gutterverse.” She pulled him along and together they walked across the panels. “These are my panels, each moment of my life. The gutter is the space between the panels, the spaces between the moments of my life.” She looked down and pointed out events. “There we are getting Tacos, and there we are kissing on the rooftop.” She smiled. “Those moment go back for as long as I’ve been in this universe.” She turned around and pointed in the other direction, and together they walked over the panels and stopped at the point where they turned gray and colorless. “Those moments represent my future.” Miles was horrified to see how few were life. “I think they’re gray because my future is in flux. Maybe that means the writers don’t know what to do me, or maybe their letting me decide my fate.”

 

Miles stood there slack jawed up until he finally asked the most obvious question. “So what happens when you reach the end of the panels?”

 

Gwen shrugged. “Who knows? I might die, or I might ride off into the sunset, or I might disappear completely forgotten. It happens with unpopular characters. Stevie Hunter, Toro, Black Marvel, I could go on. That’s just how it is in the comics industry if you’re forgotten or not popular then you don’t exist.” 

 

Miles shook his head. “Nah, fuck that. You’re not going to disappear, I’m not going to forget you. There’s gotta be a way to make sure you don’t just vanish. I’ve traveled through dimensions before. Maybe I can go to the people who write this stuff, and maybe we can save you.” He knew how unlikely it was that any of that would happen, but he had to try, he was Spider-Man. 

 

Gwen’s heart feel warm. “Thank you Miles, but you’re only going to remember me for as long as whoever is writing you remembers that you’re supposed to, besides.” She reached up and pressed her palm against his cheek, cupping it. “My life isn’t yours to save. I’ve made my peace with this, it’s okay. I hit the jackpot, my escapism became my reality. If I have to pay for that with a short but wonderful life, then I’m happy to do it.” She looked back over the dwindling grey panels. “I just wanna make those moments right there as good as they can possibly be.” She decided to be selfish one more time, and rose to the tips of her toes and kissed his lips. 

 

It was hard to think under the weight of those revelations, but kissing her, the pressure of her lips on his own, it felt good and it meant that he didn’t have to think. So Miles kissed back, and brought his hand to her waist. He rested it on the small of her back and pulled her closer to him. He didn’t want her to disappear. Her hair smelled like cheap shampoo, and her lips tasted like cocoa and powdered sugar. He had to remember these details. Remember the feeling of her body, the feeling of their fingers laced together and separated by the padding and fabric of their costumes.   

 

Gwen’s insides were web swinging. Blood rushed through her, and electricity arced into her body from her lips, fingertips, and lower back. It overflowed and filled her body with hormones and the high of reciprocated intimacy. Her world became tactile, and in the softness of his lips, and strength of his hand she lost her focus on the gutter, and together they slipped through the panels. Slipped out of the space between moment and back into Batroc’s apartment.  

 

She broke the kiss. “Miles, stay with me tonight?” 

 

Miles might have been shocked by the boldness of that offer a few hours ago, but not anymore. Not when every panel was precious. “There’s nowhere I’d rather be.”


	4. Chapter 4

**Notes for the Chapter:**

> Also Smut goes down in this chapter but it's clearly labeled if you're not into that. While not necessary to read there's some neat plot sprinkles in there.

Miles had agreed to stay with her, but he still needed to make sure that someone was looking out for his slice of the city. He had tried Sam first, and when he didn’t pick up he knew it’d be pointless to try and contact Kamala. While he scrolled through contacts and made calls Gwen watched him. He was facing the window overlooking Central Park and she was sitting on the sofa peering from over the back. Even though his costume she could see the rigid lines of muscle going down his back and spread out over his shoulder. She took off her boots and her gloves. Her holster came next, and unlike her boots and gloves, she put that and the gun it held away in a safe place, Batroc’s kitchen table. Well it would be out of the way out least. She undid the clip on her belt, and she laid it down next to her holster and made sure all the pouches were buckled shut. 

 

Miles felt a pair of arms wrap around his waist as he finished up his call. He looked down and saw Gwen’s hands. It was the first time he’d seen them without her gloves covering them. He could see scars and calluses. “Alright, thanks. I owe you one.” He ended the call and Gwen pressed herself up against him and rested her face between his shoulder blades and let her hands explored the hard planes of his stomach. 

 

“Who did you get?” Her hands bumped against the brown paper bag webbed to his side. She had forgotten that was there. “And what is this?” 

 

“Night Thrasher, and go ahead and open it.” She pulled her arms from around him and pulled the bag away, the webbing had degraded enough by then. He turned to face her as she uncrumpled the top of the bag and peered inside. “You didn’t strike me as a flowers kind of person so…”

 

“You got me the glove that punched Adolf Hitler in the face.” She pulled the vibrant red glove out of the bag. It was heavy and sturdy the way things from back then tended to be. “Miles, this is the most romantic gesture that anyone has ever done for me.” She couldn’t stop smiling. “Can I keep it or is this one of those you promised to bring it back situations?”  

 

Her legs were bare and Miles soaked in the details. “Uh. You can have it.” He followed the shape from her toes to the flare of her thighs and the curve of her hip. All she had on was that leotard, and he wanted it gone, but it was iconic Gwen so he made sure he got down all its’ details. “Cap probably won’t mind.” His voice cracked, and he knew he wouldn’t be able to recover from that embarrassment. 

 

Gwen took a step forward and watched his eyes follow her. “Are you nervous?” She thought that was incredibly sweet. “It’s okay if you are. I’d be more than satisfied by just your company. Nothing has to happen, I just like spending my time with you.”

 

“I don’t think nervous is the right word. Wistful maybe?” He studied her face, making sure he had the exact shade of blue in her eyes ingrained to his memory. “This is it right? I’m gonna miss you.”

 

“I’m gonna miss you too, but we have right now. So let's make memories. Good memories can carry you through the darkest times of your life. So let’s make good memories.”

 

And make memories they did.

 

**SMUT**

 

They were sitting side by side on the sofa, Miles had removed the gloves, boots, and webshooters of his costume. The pieces of costume had been dumped on the floor laying with Gwen’s own boots and gloves. The blacks and reds mingling with the whites and pinks. Her bare legs were pressed against his, but they were still covered by the leggings of his costume. A difference in clothing that annoyed her, but it was being made up for. His hand was resting on her lap and rubbing circles on the bare skin of her thigh. His touch was light and fingers never lingered in one spot for too long. The ghost of his touch on her thigh was dizzying, but his lips were on her neck. He had started experimentally at first, leaving little kisses along her throat but he had found a spot that made her moan and then he attacked it licking, biting and sucking. He never let her enjoy it for too long though. He’d kiss around it, coat the flesh near it with his tongue and he would do it till she started squirming. Then he’d come back to her sweet spot and make her moan with relief. 

 

She wasn’t idle though, her hand had found its way underneath the shirt of his costume and she felt his stomach. Tracing the lines of every earned muscle, and she was consumed by the desire to replace her finger with her tongue, but the damn shirt was in the way. “Miles.” He had just pulled away from her sweet spot, and cool air hitting the spot where his tongue had been made her moan his name. “Take off your shirt.”

 

She didn’t need to say it twice. Miles pulled away and pulled the shirt of his costume up and over his head. It landed somewhere on the floor. All of his attention was on Gwen and the way she looked at him and his body. He watched Gwen eye up his body, her pupils were dilated and she licked her lips. Then she straddled him, sitting in his lap with her thighs on either side of him. She put her hands on his chest and rubbed each pectoral digging her fingers into the solid muscle. She leaned down to give each of his nipples a kiss, and he couldn’t contain a grunt when she kissed the left one so she paid it more attention. She swirled her tongue around it drawing a circle of saliva and then flicking it. She sucked, applying delicious pressure with her lips. When he started moaning she kissed her way back up his body. Making sure to get as much of his warm cocoa colored skin as she could. Kissings his chest, going around the rim of his collarbone, up his neck, down his jawbone, and finally his lips where they met for another kiss. 

 

The kiss was messier than the rest, their lips met sloppily, and for the first time, they tasted each other’s tongues. Gwen was aggressive pushing hers forward, and tasting as much of his mouth as she could. Miles was playful and his tongue danced around hers, darting in and out licking and tasting. Gwen’s hands had moved from his chest and up to his shoulders, her fingers curled around the muscle as she began to squirm in Miles’ lap. His hands had been idle since they switched, but now they were on her waist holding onto her hips and slipping lower, she felt them hesitate for just a moment and then each one was stroking the globes of her ass, a cheek in each hand. It was like when he had his hands on her thighs, his fingers never lingered in one place for too long. Each touch heightening her sensitivity, but she wanted more so she rocked her hips back into his hands, not wanting to break their kiss to tell him to squeeze her ass. 

 

Miles got the message and he squeezed, letting his fingers slide between the warm flesh. He could feel himself slipping past the point where lust guided all his actions. Gwen was consuming, her taste, her smell, and her touch all egged him on and he was hard and had no reservations about letting Gwen know. He broke their kiss to suck on her plump lower lip and with the grip he had on her ass to pull her flush against him and against his hardness. She looked him in his eyes and started grinding against it, then she attacked him with another hungry opened mouthed kiss.

 

Gwen could feel Miles throbbing through the fabric and padding of the legs of his suit, her own arousal was pooling in the crotch of her costume, and seeping out and coating her inner thighs. She pulled away from their kiss and line of saliva connected their lips. She smirked at him and backed off his lap and getting on her knees and between his legs. She put a hand on each of his knees and looked up at him as she slid them up his thighs and gripped the hem of his leggings and pulled. Miles lifted his butt up off the couch to make it easier, and with a good yank she pulled down off his leggings, they bunched up at his feet and he wiggled out of them. He wasn’t wearing underwear and with one look at his cock, Gwen knew it was going to hurt going inside her.

 

Miles spread his legs to give her easier access and she scooted forward wrapping her hand around the base of his cock. She tried to anyway, her fingers didn’t go all the way around and she still had a lot left to work with. She used her other hand to grip it further up and gave it squeeze. Miles seemed to like that, he had moaned and could feel him twitch in her hands. It was so warm, she looked up at him. “I’ve never done this before, but I’d like to try with you. So apologies in advance if I suck at this.”

 

“I think sucking at it is the objective.” It was only because of how much she liked him did that pun go unpunished. She kissed his tip, it was just a bit bigger and darker than the rest of him. The scent coming off his glands made her wrap her lips around the head and inhale through her nose, she had no other word for it, but manly, and the basic primal part of herself craved more so she swirled her tongue around the head and used both of her hands to stroke him. Her eyes were set on the curly patch of pubes at the base of his cock, that was her goal. She couldn’t see Miles’ expression, but she could hear his moans and feel the gentle hand on the top of her head petting and encouraging her. She pushed herself deeper, taking more of him into her mouth and using her hands to stroke the rest of him. She did her best to make sure that her teeth stayed away from his shaft, but as he stretched the capacity of her mouth and got closer to the back of her throat a few nicks were unavoidable. When she did notice him wince she made sure to tickle the underside of his shaft with her tongue as she bobbed her head along his cock. She felt his cock twitch in her mouth and salty pre-cum leaked out of his tip and onto the back of her tongue and before she could savor it he thrusted and she felt his head barrel into the back of her throat. She had to come up for air and pulled herself off of him, she coughed for a few seconds before finding her equilibrium.

 

Miles was horrified. “Gwen! Are you okay? I’m sorry. I just got a little carried away. It felt really good and instinct kicked in and I just kinda lost control.” She looked up and the real concern in his eyes made her melt even more, which she was certain wasn’t even possible. 

 

“It’s alright Miles. I’m fine, I’m not made of glass.” Her left hand had held onto the base of his cock even when she was in the middle of her coughing fit. Half of his shaft was coated with saliva, she couldn’t believe half was all it took to choke her. “In fac,t if you want, you can get a bit aggressive.” Gwen enjoyed the care Miles was taking with her, but that primal lizard part of her brain wanted him to ravish her. She let him think about the offer and went back to his cock. She wrapped her lips around his head and with both hands cupped his balls which she was disappointed in herself for having had neglected. She gave them a gentle squeeze while sucking on his tip and swirling her tongue around it. She felt a pair of hands on her head, and more light touches. She looked up at him and made eye contact with his cock in her mouth and that seemed to to set something. The caress of her head turned into a gripping of her skull and she went from having the head of his cock in her mouth to almost half of it. Then he pulled back and rammed his cock forward. Each time he stopped shy of hitting the back of her throat. Even when fucking her mouth he was showing her care. She helped the process as best she could slurping loudly on him, squeezing his balls and most importantly never breaking eye contact except when his rolled back and he announced his climax. 

 

“Gwen. I’m gonna cum.” He tried to pull out of her mouth, but she kept her lips sealed around his cock. He came in spurts, one shot after the other hitting the back of her throat, and puffing out her cheeks. It didn’t taste amazing, but the blissed out expression his face as she swallowed his cum was a pleasure all it own. They stayed like that for a few moments him panting and her watching with a self satisfied smirk before Miles looked down. “I need you to take off that leotard before I rip it off you.”    

 

She had told him he could be more aggressive, and Miles had taken the message to heart. He watched her get to her feet, wiping spittle and drool from her chin. She reached behind her back and he heard the click of some sort of mechanism in her suit. The material went slack and loosened. The shoulders of the leotard were pulled down and stopped at her waist, and she pulled it down the rest of the way. Miles took the time to study her form. He wouldn’t forget it, wouldn’t forget her. Her stomach was smooth and tone, but he noted the enclaves of baby fat that have her a layer softness. He looked at her breast and felt like an idiot for not having squeezed them by now. Her nipples were pink and he just thought that was very fitting, and just like that, he was hard again. 

 

They locked eyes and he got to his feet, and she stepped forward putting a hand on his chest and let it drift down to his. She clasped her fingers around his cock and squeezed. Miles inhaled sharply, and even though he was on his way to being hard again he took her wrist in hand and pulled it away from his cock. The lack of contact was almost painful after all the pleasure she’d been giving him. She looked surprised, but didn’t resist when he put a hand on her hip and guided her but to the sofa. “Lay back and spread your legs.” The sofa was massive enough that she had enough room to stretch out. She was laying there naked, with her most private parts exposed for Miles to enjoy, she felt very vulnerable but it was tempered by trust.  He was between her legs and she watched his cock bob back and forth as he adjusted himself. He surprised her when instead of putting it between her legs he used his mouth. 

 

Miles hadn’t experienced every single part of her yet, hadn’t committed all of her smells and taste to memory yet, he was going to rectify that. He could feel the heat coming off her pussy, and the smell of arousal, but her thighs were a delicious shade of creamy vanilla alabaster, and they called to him. He gripped both her thighs and started kissing the inner part of left one, his hunger for her showed itself. His kisses were wet, and he sucked on her skin, and nibbled on the flesh. She had put her hands on his wrist and squeezed them while moaning. Miles didn’t play favorites with her thighs and he gave the other one the same treatment, and then he alternated when bruises started to form. He was reminded of the Gutterverse and the intricate patchwork of panels that showed the moments of her life. It spurred him on to leave memories of this moment in her skin. Each indistinct shape a marker for a memory they had shared. He wasn’t satisfied till there was a bruise for each moment, the bridge, the gunshot, the taco truck, the rooftop, the kiss, the gift shop, the museum, the panels, and the now. He took a second to appreciate the collection of memories left across her thighs before kissing his way inward towards her pussy.

 

Miles licked around her outer lips, and moved his hand right hand from her thigh to spread them apart. His tongue went for her clit not making direct contact, but licking and kissing around it teasing. When she moved her hand from his wrist and put one on his while bucking her hip at him he smiled. He pulled his head back and let his tongue hang out his mouth and relaxed it making it go flat. He moved his neck and licked her from the base of of her vulva all the way up. The tip of his tongue coming off her clit, and he went again adding more pressure. She didn’t taste like much of anything except for notes of tartness when he licked his way up and her nectar got in his mouth. Miles was certain to remember every detail, right down to the way Gwen showed her appreciation. She was vocal, whining with pleasure and using her hand to push his head and more importantly his tongue against her harder. 

 

As his tongue came up for another lick, instead of starting over Miles wrapped his lips around her clit making a tight seal and he sucked. Gwen’s legs started shaking, and if it wasn’t for the grip he had on her right thigh both of them would have been squeezing her skull. His hair wasn’t long enough for her to pull on so she settled for gripping his skull and humping his face while he sucked on her clit. With the hand that had been spreading her lips, Miles used his middle finger to find her opening and slowly he pressed it into her. She clenched down on his finger, and his mind was blown by the prospect of what that kind of tightness would mean for his cock. Gwen’s back arched when he curled his finger inside her and her thigh shuddered as she grinded against his face. Her walls convulsed around his finger and she let out out a wordless cry. Her lower body went on shaking and when she was done Miles pulled his mouth away from her.

Gwen had no idea where Miles had learned to do those things with his mouth, but she could still feel herself spasming and his cock brushing against her leg. The needy expression on his face was mired by a confident smirk. She spread her legs and reached for his cock giving it a squeeze. “Go ahead. You know you want more.” She made sure to keep eye contact with him, she loved how aggressive he got when she did that. God, she wanted him. She felt his hands on her thighs again, and looked into his eyes as he put her calves over his shoulders and pressed her thighs against her chest. She saw his hunger, but felt his care as he kissed her lips. Then he slid into her, and she felt herself stretching to accommodate his fat head. A quick thrust sent them over that hurdle and the rest of his length careening into her body. It hadn’t hurt as much as she thought it would, but the intensity had her desperate for something to cling to and like he was reading her mind he had taken both her hands. He’d pressed his palms into hers and Gwen laced their fingers together and road out the intensity of the moment. He was so fucking big, but his lips were pressed against her and his body was so warm. Pleasure slowly started trickling in through intensity and pain. She pushed tongue into his mouth and they kissed with him buried inside her until the pain had subsided and she broke their kiss. “Miles start moving now” She groaned out those words and he pulled his hips and then slammed them down again. And then he did it again over and over. 

 

Each time she could feel him hitting the absolute depths of her capacity, and it turned her insides into a kaleidoscope and sent prismatic jolts of pleasure from her core and out through her limbs tightening her grip on his hands and making her toes curl. 

 

“Miles.” She couldn’t keep his name off her lips, and each time she cried out it seemed to spur him on just a little more. And the number of seconds between the thrust dwindled and the sound of him slamming his cock into her overtook her moans. Gwen couldn’t do much in the position he’d put her in, but she could damn near count his heartbeats from the way his cock throbbed against her walls, and each time his hips came down she sunk deeper into the plush material of the sofa and his pelvis grinded against her clit and made the world spin. Gwen was happy to just enjoy the ride. 

 

He made her cum twice before he started panting and his thrust got erratic, he’d pulled his hands from hers and now they were on either side of his head as he slammed into her with a violent rhythm. Her walls were writhing around his cock and not having his hands to hold on to they went to his back and she dug her fingernails into him. She knew he was getting close and in a moment fueled entirely by lust and foolishness. “Inside Miles!” She told him to cum inside her, and on his last thrust he did, filling the deepest parts of her with his seed. She wasn’t worried about the consequences. Not with how little time she had left. 

 

**SMUT END**

 

Miles was laying on his back, and Gwen was resting her head on his chest. Her eyes were heavy but she was still alert. Miles was staring up at the ceiling and keeping his arm around her. "What are you thinking?"

 

He looked down at her and smiled bashfully. "I was plotting, none of the Champions have any magical talent, but Amadeus and Riri are two of the biggest brains on the planet. They could probably figure out something. Failing that I've heard a lot of good things about this kid down by Yancy Street, calls herself Moongirl. I guess Doctor Strange is an option. I know what you said, your life isn't mine to save, but I can't do nothing."

 

Gwen kissed his chest. "I can't stop you from trying, but please don't turn this into a crusade and don't blame yourself." 

 

-ooo-

 

Miles woke up in Batroc The Leapers empty apartment without a comforting weight on his chest. The space next to him was empty and cold. He sat up and hoped to maybe see her in the kitchen, but when he noticed the blacks and reds of his costume weren’t accompanied by white and pink on the floor he lowered his expectations. He spotted his webshooters laying on the coffee table, and when he saw the letter siting next to them his stomach dropped, but he wasn’t surprised. He reached for it and picked up the sheets of paper and read.

 

_ Dear Miles, _

_ I’m sorry to do this in a letter, but it had to happen this way or otherwise, you might have asked to me stay and I might have said yes. Or selfishly I might have asked you to come with me, and I couldn’t tear you away from your family, friends, and responsibility to come gallivant around the world with me and then eventually watch me die. That wouldn’t be fair to either of us. There were some things I wanted to say. I’m watching you sleep right now and all I keep thinking is ‘what if he wakes up finds me gone and thinks I just wanted him to use it for a night’. I have to make clear to you that that wasn’t part of my plan. Everything that happened between us. It was more than I ever imagined would be possible, being this intimate with you was the happiest of accidents. You weren’t just an experience to me, something I could use to fill up my panels but I couldn’t happier that you filled up as many you did.  _

_ I asked you if you liked me once, and you said you could see yourself liking me. That’s how I feel about you except you need to replace like with that other four letter word starting with L. I think I’m falling for you pretty hard, and I know that’s stupid all things considered. My life span, how little I actually know about you, but a girl can’t help her heart. And that’s pretty terrifying knowing I’m at the end of my life. It’s tricky to predict how much time I’ve got left based solely off my panels, but I’d estimate about two weeks. Maybe a month if I’m lucky. I don’t know how you feel about me, but if it’s similar to how I feel about you then I’d like to tell you to just forget about me, but I know how hell bent you are on not doing that, and I’m very grateful. Just try to move past me. You’ve got decades upon decades of life and panels ahead of you. Maybe even a few movies if Sony ever gets their shit together. Don’t let my memory weigh down your life. _

_ I wanted to tell you something else. Those comics I used to read? Yours was my favorite, and before you go thinking I’m just an insane fan-girl (which I’m fully aware I must sound like one) That was before I met you as a person way back when you left me webbed to a streetlight. Anyway, I watched you struggle with reluctance. You didn’t ask for a career criminal uncle, or the bite of a spider. Or the expectation of carrying a dead man’s legacy and despite that reluctance, you rose to the occasion and lived up to the credo of that defines your mantle. ‘With Great Power Comes Great Responsibility.’ I was pretty reluctant at life. A jobless highschool dropout mooching off her parents and spending every moment of her life immersed in escapism. That was my life. And when I got here to your universe and realized the weight of my situation I thought of you and everything I watched happen to you and even when you stumbled and struggled you never crumbled and that’s how I tried to live, and that’s why I made my deal with Paste Pot Pete. I didn’t wanna leave this world without having made things right with you. _

_ Because essentially that's what it all comes down to I think. The life you live, and the stories you wanna tell with it.  I'm grateful that our stories got to touch, and that we did too. (You were amazing by the way.) But there are still more stories for me to write. M _ _ ore things I’d like to do and places I’d like to go before my time is up. I’m gonna send you postcards and I hope that’s okay. If I keep writing I might miss my plane. And I'm starting to think that wouldn't be so bad so I should leave before all my conviction erodes. So goodbye Miles, and thanks for the tacos. _

_ Maybe Quite Possibly Love, _ __ ~~_ Gwenpool  _ ~~ _ Gwendolyn Jeyne Poole _

_ P.S. _

_I know you heroic types like to endlessly guilt trip. Please don’t. You couldn’t have saved me, after all, you’re Spider-Man and I’m Gwen._

 


	5. Epilogue

One of the many miracles of Wakanda was their hypersensitive ultrasounds. No gel required, just sit still and let gentle Vibranium vibrations rock you. The sonar was sensitive enough to detect if a fertilized egg had attached to the wall of a uterus. They were also free and widely available under the nation's universal health care programs. Gwen had puked off the side of her tour boat and into Warrior's Falls. Combine that with her spotting and she had decided to get tested. When the results came back positive she slipped into the Gutterverse and when she checked her panels she cried.

**Notes for the Chapter:**

> Thanks For reading.


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